8-K

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF

THE SECURITIES EXCHANGE ACT OF 1934

Date of Report (Date of earliest event reported): December 21, 2021

NICOLET BANKSHARES, INC.

(Exact name of registrant as specified in its charter)

111 North Washington Street

Green Bay, Wisconsin 54301

(Address of principal executive offices)

(920) 430-1400

(Registrant’s telephone number, including area code)

Not Applicable

(Former name or former address, if changed since last report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

| ☐ | Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) | | --- | --- || ☐ | Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) | | --- | --- || ☐ | Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) | | --- | --- || ☐ | Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) | | --- | --- |

Securities registered pursuant to Section 12(b) of the Act:

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter.)

Emerging Growth Company  ☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act.  ☐

On December 21, 2021, the Board of Directors of Nicolet Bankshares, Inc. (the “Company”) authorized an increase to the Company’s common stock repurchase program of $50 million. This increase is in addition to the $31 million remaining under the previous stock repurchase authorizations. A copy of the press release announcing this increase is furnished herewith as Exhibit 99.1.

The information in Item 7.01 and Exhibit 99.1 of this Current Report on Form 8-K shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to the liabilities of that section, and such information shall not be deemed incorporated by reference in any filing under the Securities Act of 1933, as amended, or the Exchange Act, except as shall be expressly set forth by specific reference in such filing.

| Item 9.01 | Financial Statements and Exhibits. | | --- | --- || Exhibit No. | Description of Exhibit | | --- | --- | | 99.1 | Press Release, dated December 22, 2021 | | 104 | Cover Page Interactive Data File - the cover page XBRL tags are embedded within the Inline XBRL document |

Signatures

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

Document

Exhibit 99.1

FOR IMMEDIATE RELEASE

Nicolet Bankshares, Inc. Announces Increase to Stock Repurchase Program

GREEN BAY, WI, December 22, 2021 – Nicolet Bankshares, Inc. (NASDAQ: NCBS) (“Nicolet” or the “Company”), the holding company of Nicolet National Bank, a Wisconsin-based community bank, announced that its Board of Directors authorized an increase to the Company’s common stock repurchase program on December 21, 2021. Under the terms of the amendment, the Board authorized the Company to buy back up to an additional $50 million of the Company’s outstanding shares, representing approximately 5% of its currently outstanding common stock. This amendment, coupled with previous remaining repurchase authorizations of $31 million, provides the Company with the ability to repurchase up to $81 million of its common stock.

Mike Daniels, President and CEO of Nicolet, said, “This action by the Board is consistent with Nicolet’s long-term view of our stock and the company in general. Given the market conditions and our cash position, we feel that Nicolet’s common stock is currently our best acquisition right now. In addition, our actions in 2021, with two acquisitions and a branch rationalization strategy, put us in a strong strategic position to execute in 2022. We thank the Board for their confidence.”

The Company intends to accomplish the common stock repurchases through open market transactions. However, the Company could accomplish repurchases through other means, such as block trades and privately negotiated transactions. The timing and amount of any common stock repurchases will depend on various factors, including, among others, securities law restrictions, the trading price of the Company’s common stock, regulatory requirements, potential alternative uses for capital, and the Company’s financial performance. The common stock repurchase plan does not obligate the Company to acquire any particular amount of common stock. The plan may be modified or suspended at any time at the Company’s discretion. The Company expects to fund any repurchases from cash on hand.

About Nicolet Bankshares, Inc.

Nicolet Bankshares, Inc. is the bank holding company of Nicolet National Bank, a growing full-service community bank providing services ranging from commercial and consumer banking to wealth management and retirement plan services. Founded in Green Bay in 2000, Nicolet National Bank operates branches in Northeast and Central Wisconsin, the upper peninsula of Michigan, and Northern Michigan. More information can be found at www.nicoletbank.com.

Forward Looking Statements “Safe Harbor” Statement Under the Private Securities Litigation Reform Act of 1995

Certain statements contained in this communication, which are not statements of historical fact, constitute forward-looking statements within the meaning of the federal securities law. Such statements include, but are not limited to, statements about Nicolet’s business plans, objectives, expectations and intentions, including without limitation Nicolet’s expectations regarding future repurchases under its stock repurchase program and regarding the Company’s strategic position in 2022, all of which is subject to numerous assumptions, risks and uncertainties. Words or phrases such as “anticipate,” “believe,” “aim,”

“can,” “conclude,” “continue,” “could,” “estimate,” “expect,” “foresee,” “goal,” “intend,” “may,” “might,” “outlook,” “possible,” “plan,” “predict,” “project,” “potential,” “seek,” “should,” “target,” “will,” “will likely,” “would,” or the negative of these terms or other comparable terminology, as well as similar expressions, are intended to identify forward-looking statements but are not the exclusive means of identifying such statements.

Forward-looking statements are not historical facts but instead express only management’s beliefs regarding future results or events, many of which, by their nature, are inherently uncertain and outside of management’s control. It is possible that actual results and outcomes may differ, possibly materially, from the anticipated results or outcomes indicated in these forward-looking statements. In addition to factors disclosed in reports filed by Nicolet with the SEC, risks and uncertainties that may cause actual results or outcomes to differ materially from those anticipated include, but are not limited to: (1) the possibility that any of the anticipated benefits of Nicolet’s 2021 acquisitions of Mackinac Financial Corporation (“Mackinac”) and/or County Bancorp, Inc. (“County”) will not be realized or will not be realized within the expected time period; (2) the risk that integration of Mackinac’s operations and/or County’s operations with those of Nicolet will be materially delayed or will be more costly or difficult than expected; (3) changes to tax legislation and their potential effects on the accounting for the mergers; (4) diversion of management’s attention from ongoing business operations and opportunities due to the mergers; (5) the challenges of integrating and retaining key employees of Nicolet, including those who joined Nicolet from Mackinac and County; (6) the effect of the mergers on Nicolet’s and/or Mackinac’s or County’s historic customer and employee relationships and operating results; (7) the magnitude and duration of the COVID pandemic and its impact on the global economy and financial market conditions and Nicolet’s business, results of operations and financial condition; (8) changes in consumer demand for financial services; and (9) general competitive, economic, political and market conditions and fluctuations. Please refer to Nicolet’s Annual Report on Form 10-K for the year ended December 31, 2020, as well as its other filings with the SEC, for a more detailed discussion of risks, uncertainties and factors that could cause actual results to differ from those discussed in the forward-looking statements.

The COVID pandemic is adversely affecting us, our customers, counterparties, employees, and third-party service providers, and the ultimate extent of the impacts on our business, financial position, results of operations, liquidity, and prospects is uncertain. Continued deterioration in general business and economic conditions or turbulence in domestic financial markets could adversely affect Nicolet’s revenues and the values of its assets and liabilities, lead to a tightening of credit, and increase stock price volatility. In addition, the COVID pandemic may result in changes to statutes, regulations, or regulatory policies or practices that could affect Nicolet in substantial and unpredictable ways.

All forward-looking statements included in this communication are made as of the date hereof and are based on information available to management at that time. Except as required by law, Nicolet does not assume any obligation to update any forward-looking statement to reflect events or circumstances that occur after the date the forward-looking statements were made.

Investor Relations & Media Contacts:

Mike Daniels – President & CEO

Jeff Gahnz – VP, Marketing & Public Relations

Phone: 920.430.1400

Email: mdaniels@nicoletbank.com or jgahnz@nicoletbank.com